The Dru Website for the English speaking world that you have arrived at is jointly owned by Dru (UK) Ltd and Dru Australia Ltd. If you are reading this in the arena of Our Website that pertains to the UK then these Terms & Conditions apply. If you are using Our Website in the arena where Australian law applies then please refer to our Australian Terms & Conditions. In general, any page that contains /au/ in its URL is governed by our Australian documentation, whereas all other pages are governed by our UK documentation.
Terms and Conditions pertaining to users of the UK section of this websiteThese terms and conditions are the contract between you and Dru (UK) (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them.
They are based on a set written by Net Lawman and released under licence. They protect your rights as well as ours.
We are Dru (UK) Ltd, a private limited company registered in the UK:
Registration number 2273970
Our address is: Snowdonia Mountain Lodge, Nant Ffrancon, Bethesda, Bangor, Gwynedd, LL57 3LX.
email: hello@druworldwide.com
tel: +44 1248 602900
You are: Anyone who uses Our Website.
These are the terms and conditions subject to which we allow you to use Our Website. By visiting or using Our Website, or signing up for our services, you agree to be bound by them. Unless otherwise stated, you may not use Our Website if you are under the age of 18 years.
If you violate these terms we may terminate your use of Our Website, bar you from future use of Our Website, cancel your order, and/or take appropriate legal action against you.
Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website immediately.
These are the agreed terms
1. Definitions
| “Consumer” |
means any individual who, in connection with this agreement, is acting for a purpose which is outside his business. |
| “Content” |
means any content in any form published on Our Website by us or any third party with our consent. It includes the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you. |
| “Dru Membership” |
means any service we provide, whether through Our Website or otherwise. It includes any membership services we provide as set out on Our Website and in this contract. |
| “Intellectual Property” |
means intellectual property owned by us or by any third party, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights or for which application for registration has been made in any country. |
| “Post” |
means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on Our Website, and the phrases “Posted” and “Posting” shall be interpreted accordingly. |
| “Services” |
means all of the services available from Our Website, whether free or charged. |
| “Our Website” |
means the entire computing hardware and software installation that is or supports our website including any communication or peripheral system. It refers to any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes any website of ours, and all web pages controlled by us It includes all pages within the website healthybackprogramme.com. |
| “Carrier” |
means any person or business contracted by us to carry Goods from us to you. |
| “Content” |
means any content in any form published on Our Website by us or any third party with our consent. |
| “Goods” |
means any of the goods we offer for sale on Our Website, or, if the context requires, goods we sell to you. |
| “Licence” |
means a licence granted by us to you in the terms of this agreement for use of a Licensed Product. |
| “Licensed Product” |
means any product, material or thing offered for Licence by us on Our Website, whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Product or to a Product changed by you in any way. |
| “Copy or Publish” |
with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work. |
| “Restrictions on Use” |
means first, the restrictions set out in this agreement and second, all restrictions or limitations arising from choices you made at the time of purchase. These may relate to limitations on use, territory, duration, or any other choice which defines the Licensed Product. |
| “Third Party Owner” |
means an owner of a Licensed Product which is not owned by us. |
|
|
Dru (UK) website terms & conditions: membership based services
2. Our contract
2.1 These terms and conditions regulate the business relationship between you and us when you use our website and in particular when you obtain Dru Memberships. By buying a Dru Membership or commencing one free of charge, or using Our Website free of charge, you agree to be bound by these terms and conditions.
2.2. We do not offer the Services in all countries. We may refuse to provide the Services if you live in a country we do not serve.
2.3. In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.
2.4. Subject to these terms and conditions, we agree to provide to you some or all of the Services described on Our Website at the prices we charge from time to time.
2.5. Our contract with you and licence to you lasts for the length of the membership you have purchased from us, starting from the date of start / payment. If you have commenced a membership with a free trial, or if you are using a membership free of charge, this contract with you and license begins from the date of start. Any continuation by us or by you after the expiry of this period of time is a new contract under the terms then posted on Our Website. Your continued use of our Services after that shall be deemed acceptance by you of the changed Service, system and/or terms.
2.6. The contract between us comes into existence when we receive payment from you for a Service, or when you start using one of our Services.
2.7. If we give you free access to a Service or feature on Our Website which is normally a charged feature, and that Service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.
2.8. We may change this agreement in any way at any time. The version applicable to your contract is the version which was posted on Our Website at the time that the contract was made.
3. Your account and personal information
3.1. When you visit Our Website, you accept responsibility for any action done by any person in your name or under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
3.2. You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.
3.3. You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.
4. Dru Memberships
4.1. Our basic Service is free of charge. You may use it subject to your compliance with the terms of this agreement.
4.2. Details of the cost and benefits of Dru Memberships are as set out on Our Website. You may subscribe to Dru Membership Services at any time.
4.3. If you subscribe to Dru Memberships as a Consumer, the law provides that you can opt out of your right to the 14 day cancellation period. Of course, we will not accept your subscription request unless you agree to lose your cancellation right.
4.4. You do this by instructing us to allow subscription immediately, or as soon as we can. If you do that, we will give you the Dru Membership immediately and you lose your right to cancel your order.
4.5. By accepting these terms, you now agree that you are instructing us to give you the Dru Membership you have requested immediately and you understand that, in doing so, you lose your right to cancel your order within 14 days.
4.6. If you give up your right to cancel, that will apply to any renewal of your Dru Membership at any time from now.
4.7. Apart from your cancellation right, termination of your Dru Membership will be regulated by this contract set out in paragraph 14 below.
4.8. You may not transfer your Dru Membership to any other person.
4.9. We reserve the right to modify the Dru Membership rules or system and to change the terms and conditions of this agreement at any time, without notice. Your continued use of the Dru Membership after such modifications shall be deemed an acceptance by you to be bound by the terms of the modified agreement. The terms that apply to you are those posted here on Our Website on the day you join as a member.
5. Prices
5.1. The price payable for Services that you order is clearly set out on Our Website.
5.2. The price charged for any Service may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
5.3. Prices are inclusive of any applicable value added tax or other sales tax.
5.4. Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.
5.5. Any details given by us in relation to exchange rates are approximate only and may vary from time to time.
5.6. You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
5.7. If, by mistake, we have under-priced an item, we will not be liable to supply that item to you at the stated price, provided that we notify you before we dispatch it to you.
6. Renewal payments
6.1. At any time before expiry of your Dru Membership, you may use the “My Account” tab on Our Website to access your personal information and change your requirements for Services or cancel renewal.
6.2. If you have purchased a Dru Membership that stated it was auto-renew at the time of purchase, at expiry of this Membership we shall automatically take payment from your credit card of the sum specified at purchase.
6.3. If your Dru Membership auto-renew period is annual or longer, we shall send you a notification four weeks in advance before your next payment is due.
6.4. Subject to last previous sub-paragraph, you may cancel your Dru Membership within 14 days after the day we confirm the renewal of your Dru Membership. If you do so we will refund your Membership cost within 14 days of receipt of this request.
6.5. Other than the limitation set out above your Dru Memberships are non-refundable and non-transferable.
7. Security of your credit card
We take care to make Our Website safe for you to use.
7.1. Card payments are not processed on a page controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
7.2. If you have asked us to remember your credit card details for your next purchase or subscription, these are stored by our online payment service providers.
8. Restrictions on what you may Post to Our Website
8.1. We may, at our discretion, read, assess, review or moderate any Content Posted on Our Website. If we do, we need not to notify you or give you a reason.
8.2. You agree that you will not use or allow anyone else to use Our Website to Post a Content which is or may:
8.2.1 be malicious or defamatory;
8.2.2 consist in commercial audio, video or music files;
8.2.3 be obscene, offensive, threatening or violent;
8.2.4 be sexually explicit or pornographic;
8.2.5 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
8.2.6 give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
8.2.7 solicit passwords or personal information from anyone;
8.2.8 be used to sell any goods or services or for any other commercial use;
8.2.9 include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile or in such place as we designate;
8.2.10 link to any of the material specified above, in this paragraph.
8.2.11 Post excessive or repeated off-topic messages to any forum or group;
8.2.12 send age-inappropriate communications or Content to anyone under the age of 18.
9. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
9.1. hyperlinks, other than those specifically authorized by us;
9.2. keywords or words repeated, which are irrelevant to the Content Posted.
9.3. the name, logo or trademark of any organisation other than that of you or your client.
9.4. inaccurate, false, or misleading information.
10. How we handle your Content
10.1. Our privacy policy is strong and precise. It complies fully with current UK law incorporating the General Data Protection Regulation (GDPR).
10.2. If you Post Content to any public area of Our Website it becomes available in the public domains. We have no control over who sees it or what anyone does with it.
10.3. Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
10.4. Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
10.5. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
10.6. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
10.7. Please notify us of any security breach or unauthorised use of your account.
11. Removal of offensive Content
11.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
11.2. We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
11.3. If you are offended by any Content, the following procedure applies:
11.3.1 your claim or complaint must be submitted to us in writing. It must be sent to us by post or email;
11.3.2 we shall remove the offending Content as soon as we are reasonably able;
11.3.3 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
11.3.4 we may re-instate the Content about which you have complained or not.
11.4. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
11.5. You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
12. Security of Our Website
12.1. If you violate Our Website, we shall take legal action against you.
12.2. You now agree that you will not, and will not allow any other person to:
12.2.1 modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
12.2.2 link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
12.2.3 download any part of Our Website, without our express written consent;
12.2.4 collect or use any product listings, descriptions, or prices;
12.2.5 collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
12.2.6 aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
12.2.7 share with a third party any login credentials to Our Website.
12.3. Despite the above terms, we now grant a licence to you to:
12.3.1 create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
12.3.2 you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.
13. Disclaimers and limitation of liability
13.1. The law differs from one country to another. Sections 13.1 to 13.8 apply to sales throughout the EU.
13.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
13.3. We make no representation or warranty that the Services will be:
13.3.1 useful to you;
13.3.2 of satisfactory quality;
13.3.3 fit for a particular purpose;
13.3.4 available or accessible, without interruption, or without error;
13.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
13.5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.
13.6. We shall not be liable to you for any loss or expense which is:
13.6.1 indirect or consequential loss; or
13.6.2 economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
13.7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.
13.8. If you become aware of any breach of any term of this agreement by any person, please tell us by mailing a written document to us at the address at the beginning of this document. We welcome your input, but do not guarantee to agree with your judgement.
13.9. Sections 13.10 to 13.21 apply to sales and usage outside the EU.
13.10. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
13.11. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
13.12. We make no representation or warranty that the Services will be:
13.12.1 useful to you;
13.12.2 of satisfactory quality;
13.12.3 fit for a particular purpose;
13.12.4 available or accessible, without interruption, or without error.
13.13. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
13.14. We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
13.15. We make no representation or warranty and accept no responsibility in law for:
13.15.1 accuracy of any Content or the impression or effect it gives;
13.15.2 delivery of Content, material or any message;
13.15.3 privacy of any transmission;
13.15.4 any act or omission of any person or the identity of any person who introduces himself to you through Our Website;
13.15.5 any aspect or characteristic of any goods or services advertised on Our Website;
13.16. Our Website includes Content Posted by third parties. We are not responsible for any such Content. If you come across any Content which offends you, please contact us via the “Contact us” page on Our Website.
13.17. We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our service for repairs, maintenance or other good reasons. We may do so without telling you first.
13.18. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.
13.19. This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies, as well as to us. Any of them may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
13.20. If you become aware of any breach of any term of this agreement by any person, please tell us by mailing a written document to us at the address at the beginning of this document. We welcome your input but do not guarantee to agree with your judgement.
13.21. Nothing in this agreement excludes liability for a party’s fraud.
14. Duration and termination
14.1. This agreement shall operate for the period for which you have subscribed to a Dru Membership Service.
14.2. We may terminate this agreement at any time, for any reason, with immediate effect by sending you notice to that effect by post or email.
14.3. Termination by either party shall have the following effects:
14.3.1 your right to use the Services immediately ceases;
14.3.2 we are under no obligation to forward any unread or unsent messages to you or any third party.
14.4. In the event of such termination by us, we will within seven days refund to you the balance of your subscription outstanding for any Service, pro rata with time not elapsed.
14.5. There shall be no re-imbursement or credit if the Service is terminated due to your breach of the terms of this agreement.
14.6. We retain the right, at our sole discretion, to terminate any and all parts of the Services provided to you, without refunding to you any fees paid if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement.
15. Storage of data
15.1. We assume no responsibility for the deletion or failure to store or deliver email or other messages.
15.2. We may, from time to time, set a limit on the number of messages you may send, store, or receive through the Service. We may delete messages in excess of that limit. We shall give you notice of any change to your limit, except in an emergency.
15.3. You accept that we cannot be liable to you for any such deletion or failure to deliver to you.
16. Interruption to Services
16.1. If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
16.2. You acknowledge that the Services may also be interrupted for many reasons beyond our control.
16.3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.
17. Indemnity
You agree to indemnify us against any loss, damage or liability, suffered by us at any time and arising out of:
17.1. any act, neglect or default of yours in connection with this agreement or your use of the Services;
17.2. your breach of this agreement;
17.3. your failure to comply with any law;
17.4. a contractual claim arising from your use of the Services.
18. Dispute resolution
In this paragraph the term “ADR Provider” means an approved body under the Alternative Dispute Resolution for Consumer Dispute Regulations 2015.
The following terms apply in the event of a dispute between the parties:
18.1. If you are not happy with our services or have any complaint then you must tell us by email message to: hello@druworldwide.com or an updated address which you will find on Our Website.
18.2. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with the other in a process of mediation or arbitration.
18.3. We can propose an ADR Provider or will listen to your proposal. If you are in any way concerned, you should read the regulations at: https://ec.europa.eu/consumers/odr/.
19. Miscellaneous matters
19.1. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
19.2. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
19.3. If you are in breach of any term of this agreement, we may:
19.3.1 terminate your account and refuse access to Our Website;
19.3.2 remove or edit Content, or cancel any order at our discretion;
19.3.3 issue a claim in any court.
19.4. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
19.5. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
19.6. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery.
It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
- If sent by e-mail to the address from which the receiving party has last sent e-mail: from when we send you notice that we have received your e-mail. We make this condition only because e-mail systems can be prone to error and we want to ensure that we have received your e-mail and that you are clear that we’ve received your e-mail.
19.7. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
19.8. Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.
19.9. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.
E-commerce terms and conditions : retailer of goods
20. Interpretation
This section applies when you purchase Goods from our Website.
In this agreement unless the context otherwise requires:
20.1. a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
20.2. these terms and conditions apply to all supplies of Goods by us to any customer. They prevail over any terms proposed by you.
20.3. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
20.4. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;
20.5. in this agreement references to a party include references to a person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.
20.6. the headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;
20.7. a reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
20.8. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated £50 per hour.
20.9. these terms and conditions apply in any event to you as a buyer or prospective buyer of our Goods and so far as the context allows, to you as a visitor to Our Website.
20.10. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
21. Our contract with you
21.1. This agreement contains the entire agreement between the parties with respect to the purchase of Goods and supersedes all previous agreements and understandings between the parties with respect to the purchase of Goods on our website.
21.2. Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
21.3. If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
21.4. Because we rely on our suppliers, we do not guarantee that Goods advertised on Our Website are available. We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods.
21.5. The price of Goods may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy those Goods.
21.6. If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.
21.7. We do not sell the Goods in all countries. We may refuse to deliver the Goods if you live in a country we do not serve.
22. Acceptance of your order
22.1. Your order is an offer to buy from us. We shall accept your order by e-mail confirmation. That is when our contract is made. Our message will also confirm details of your purchase and tell you when we shall despatch your order.
22.2. If we do not have all of the Goods you order in stock, we will offer you alternatives. If this happens you may:
22.2.1 accept the alternatives we offer;
22.2.2 cancel all or part of your order.
23. Price and payment
23.1. The price payable for the Goods that you order is clearly set out on Our Website.
23.2. It is possible that the price may have increased from that posted on Our Website. If that happens, we will not despatch the Goods until you have confirmed that you wish to buy at the new price.
23.3. Prices include UK value added tax (“VAT”). If you show by your delivery address that you reside outside the United Kingdom, VAT will be deducted at the payment point.
23.4. If the item you order is available in parts, you must pay us the full price of your order before we will send any part of it.
23.5. Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.
23.6. Any information given by us in relation to exchange rates are approximate only and may vary from time to time.
23.7. If, by mistake, we have under-priced Goods, we will not be liable to supply that those Goods to you at the stated price, provided that we notify you before we dispatch it to you.
23.8. The price of the Goods does not include the delivery charge which will be charged at the rates applicable at the date you place your order and which will be displayed on a page of Our Website before we ask you to pay.
23.9. If we owe you money (for this or any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than 30 days from the date when we accept that repayment is due.
24. Security of your credit card
We take care to make Our Website safe for you to use.
24.1. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment. If you enter your card details on a page controlled by us, those details are immediately sent to our online payment service providers. They are not stored on our servers and are not accessible to us.
25. Cancellation and refunds
This and the following paragraph apply if you buy as a consumer as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “Regulations”). Provided the Regulations apply to the transaction concerned, then the following terms apply to the contract.
25.1. We now inform you that information relating to all aspects of our Goods is not in this document but in our marketing material, whether that is in the medium of Our Website or in hard copy.
25.2. The following rules apply to cancellation of your order:
25.2.1 If you have ordered Goods, but not received them, you may cancel your order without giving a reason, at any time within 14 days of your order. You will have no obligation and we will return your money.
25.2.2 If you have ordered Goods, and received them, you may cancel your order at any time within 14 days of the date you received them. You must tell us that you wish to cancel. You must also send the Goods back to us within that same 14 day period.
25.2.3 We will return your money subject to the following conditions:
25.2.3.1 we receive the Goods in a condition in which we can re-sell them at full price, in new condition, with labels and packaging intact.
25.2.3.2 you comply with our procedure for returns and refunds. To assist us in identifying your Goods on receipt by us, we ask you to telephone 01248 602 900 for a returns reference to be placed below our address / returns label.
25.2.3.3 We cannot return your money unless we know who sent them.
25.2.3.4 Please use our Example Cancellation Form, at the end of this section.
25.3. The option to cancel your order is not available:
25.3.1 if you purchase sealed goods which relate to health or hygiene, and they become unsealed after delivery, or cannot be re-sold for some other reason;
25.3.2 if they are a hard medium for a product in soft copy, which comes to you sealed and is returned to us unsealed.
25.3.3 If the Goods are somehow mixed with other goods so that we cannot identify or easily separate them.
25.4. You are responsible for the cost of returning the Goods. We have no obligation to refund to you, your cost of re-packing and returning the Goods.
25.5. In any of the above scenarios, we will return your money within 14 days.
26. Liability for subsequent defects
26.1. Please examine the Goods received from us immediately you receive them. If you do not tell us of any defect or problem within 30 days of receipt of the Goods, we shall assume that you have accepted them.
26.2. The procedure to return the faulty Goods is as follows:
26.2.1 the Goods must be returned to us as soon as any defect is discovered but not later than six months from receipt by you.
26.2.2 before you return the Goods to us, please carefully re-read the instructions and check that you have assembled it correctly, complied with any provisions relating to the power supply, plugs and sockets / other.
26.2.3 please follow the returns procedure which we will send to you as soon as you notify us that you wish to return them.
26.3. We will return your money subject to the following conditions:
26.3.1 we receive the Goods with labels and packaging intact.
26.3.2 you comply with our returns procedure. We cannot return your money unless we know who sent them.
26.3.3 you tell us clearly what is the fault you complain of, when it first became apparent, and other information to enable us to identify or reproduce it.
26.4. If any defect is found, then we shall:
26.4.1 repair or replace the Goods, or
26.4.2 refund the full cost you have paid including the cost of returning the Goods.
27. Delivery and pick up
27.1. Goods are delivered within 30 days from the day you place an order to purchase the Goods. We aim to despatch them within 1-7 working days.
27.2. Deliveries will be made by the Carrier to the address stipulated in your order. You must ensure that someone is present to accept the delivery.
27.3. If we are not able to deliver your Goods within 30 days of the date of your order, we shall notify you by e-mail to arrange another date for delivery.
27.4. If we are unable to deliver your order after two calls by our carrier, we will notify you to try to arrange an alternative date for delivery, convenient to you. If we have failed to contact you after 20 days from the first time we attempted delivery, we will cancel your order and return money paid for the goods. We will retain any charge we made for delivery.
27.5. We may deliver the Goods in instalments if they are not all available at the same time for delivery.
27.6. Goods are sent at our risk until signed for by you or by any other person at the address you have given to us.
27.7. All Goods must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted the Goods may be retained by the driver. When your Goods arrive, it is important that you check immediately the condition and quantity. If your Goods have been damaged in transit, you must refuse the delivery and immediately contact us so that we may dispatch a replacement quickly and minimise your inconvenience.
27.8. Signing “Unchecked”, “Not Checked” or similar is not acceptable.
27.9. Goods are sent by post or courier. We aim to send you a message by email to tell you when we have despatched your order.
27.10. If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
27.11. Some Goods will be delivered direct from the manufacturer who will contact you to arrange delivery. When delivery of the Goods has been arranged directly with the manufacturer, you will be subject to the manufacturer’s delivery policy.
27.12. Some Goods are so large and heavy that delivery times may be slightly longer. In this case, approximate delivery dates will be given when you place your order.
27.13. Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence.
27.14. We are happy for you to pick up Goods from our shop provided you make an appointment in advance and payment has been received into our bank.
27.15. If you pick up Goods from our premises then:
27.15.1 we will not be able to assist you in loading heavy items;
27.15.2 Goods are at your risk from the moment they are picked up by you or your Carrier from our shop;
27.15.3 you agree that you are responsible for everything that happens after you take possession of the Goods, both on and off our premises, including damage to property of any sort, belonging to any person.
28. Foreign taxes and duties
28.1. If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.
28.2. You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.
29. Goods returned
These provisions apply if you buy from us other than being a Consumer. The following rules apply to return the faulty Goods:
29.1. We do not accept returns unless there was a defect in the Goods at the time of purchase, or we have agreed in correspondence that you may return them.
29.2. Before you return the Goods to us, please carefully re-read the instructions and check that you have assembled it correctly and complied with any provisions relating to the power supply, plugs and sockets.
29.3. The Goods must be returned to us as soon as any defect is discovered but not later than 14 days.
29.4. So far as possible, Goods should be returned:
29.4.1 with both Goods and all packaging as far as possible in their original condition;
29.4.2 securely wrapped;
29.4.3 including our delivery slip
29.4.4 at your risk and cost.
29.5. You must tell us by email message to websales@dru.com.au or by letter to our land address at the top of this agreement that you would like to return Goods, specifying exactly what Goods and when purchased, and giving full details of the defect or other reason for return. We will then issue a returns note. If you send Goods to us without a returns note, we may not be able to identify sufficient details to enable us to attend to your complaint.
29.6. In returning faulty Goods please enclose with it a note clearly stating the fault and when it arises or arose.
29.7. Most of the Goods are covered by the manufacturer’s guarantee for a minimum of 12 months. In the case of technical items, please first check the plug, fuse, batteries and the manufacturer’s operating instructions.
29.8. If we agree that the Goods are faulty, we will:
29.8.1 refund the cost of return carriage;
29.8.2 repair or replace the Goods as we choose.
29.9. If we repair or replace the Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.
30. Waste Electronic and Electrical Equipment Regulations 2013
30.1. These regulations provide that suppliers of equipment like high street shops and Internet retailers must allow Consumers to return their waste equipment free of charge.
30.2. Our obligation is to take back from you any electronic or electrical product when you buy a replacement product for similar use.
30.3. If you wish to take advantage of this service, you must return your waste item within 28 days of buying your new one. You must pay the carriage cost to us.
31. Disclaimers
31.1. The law differs from one country to another. This paragraph from 31.1 to 31.8 applies to sales throughout the EU.
31.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
31.3. We make no representation or warranty for:
31.3.1 any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose;
31.3.2 the adequacy or appropriateness of the Goods for your purpose.
31.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
31.5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Goods concerned.
31.6. We shall not be liable to you for any loss or expense which is:
31.6.1 indirect or consequential loss; or
31.6.2 economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
31.7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.
31.8. If you become aware of any breach of any term of this agreement by any person, please tell us by email to hello@druworldwide.com or in writing to the address at the top of this document. We welcome your input but do not guarantee to agree with your judgement.
31.9. The law differs from one country to another. This paragraph from 31.9 to 31.20 applies so far as the applicable law allows.
31.10. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
31.11. We make no representation or warranty for:
31.11.1 the quality of the Goods;
31.11.2 any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose;
31.11.3 the correspondence of the Goods with any description;
31.11.4 the adequacy or appropriateness of the Goods for your purpose.
31.12. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
31.13. We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
31.14. We make no representation or warranty and accept no responsibility in law for:
31.14.1 accuracy of any Content or the impression or effect it gives;
31.14.2 delivery of Content, material or any message;
31.14.3 privacy of any transmission;
31.14.4 any act or omission of any person or the identity of any person who introduces himself to you through Our Website;
31.14.5 any aspect or characteristic of any goods or services advertised on Our Website;
31.15. Our Website includes Content Posted by third parties. We are not responsible for any such Content. If you come across any Content which offends you, please contact us via the “Contact us” page on Our Website.
31.16. We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our service for repairs, maintenance or other good reasons. We may do so without telling you first.
31.17. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Goods concerned.
31.18. This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies, as well as to us. Any of them may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
31.19. If you become aware of any breach of any term of this agreement by any person, please tell us in writing by post or by e-mail . We welcome your input but do not guarantee to agree with your judgement.
31.20. Nothing in this agreement excludes liability for a party’s fraud.
32. Your account with us
32.1. You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods.
32.2. If you use Our Website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your account.
32.3. You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
33. Restrictions on what you may Post to Our Website
33.1. We may, at our discretion, read, assess, review or moderate any Content Posted on Our Website. If we do, we need not to notify you or give you a reason.
33.2. You agree that you will not use or allow anyone else to use Our Website to Post a Content which is or may:
33.2.1 be malicious or defamatory;
33.2.2 consist in commercial audio, video or music files;
33.2.3 be obscene, offensive, threatening or violent;
33.2.4 be sexually explicit or pornographic;
33.2.5 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
33.2.6 give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
33.2.7 solicit passwords or personal information from anyone;
33.2.8 be used to sell any goods or services or for any other commercial use;
33.2.9 include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile or in such place as we designate;
33.2.10 link to any of the material specified above, in this paragraph.
33.2.11 Post excessive or repeated off-topic messages to any forum or group;
33.2.12 send age-inappropriate communications or Content to anyone under the age of 18.
34. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
34.1. hyperlinks, other than those specifically authorized by us;
34.2. keywords or words repeated, which are irrelevant to the Content Posted.
34.3. the name, logo or trademark of any organisation other than that of you or your client.
34.4. inaccurate, false, or misleading information.
35. How we handle your Content
35.1. Our privacy policy is strong and precise. It complies fully with current UK law incorporating the General Data Protection Regulation (GDPR).
35.2. If you Post Content to any public area of Our Website it becomes available in the public domains. We have no control over who sees it or what anyone does with it.
35.3. Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
35.4. Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
35.5. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
35.6. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
35.7. Please notify us of any security breach or unauthorised use of your account.
36. Removal of offensive Content
36.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
36.2. We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
36.3. If you are offended by any Content, the following procedure applies:
36.4. you must tell us by email message to: hello@druworldwide.com or by post to the address at the top of this document.
36.4.1 we shall remove the offending Content as soon as we are reasonably able;
36.4.2 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
36.4.3 we may re-instate the Content about which you have complained or not.
36.5. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
36.6. You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
37. Security of Our Website
37.1. If you violate Our Website, we shall take legal action against you.
37.2. You now agree that you will not, and will not allow any other person to:
37.2.1 modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
37.2.2 link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
37.2.3 download any part of Our Website, without our express written consent;
37.2.4 collect or use any product listings, descriptions, or prices;
37.2.5 collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
37.2.6 aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
37.2.7 share with a third party any login credentials to Our Website.
37.3. Despite the above terms, we now grant a licence to you to:
37.3.1 create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
37.3.2 you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.
38. Indemnity
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
38.1. your failure to comply with the law of any country;
38.2. your breach of this agreement;
38.3. any act, neglect or default by any agent, employee, licensee or customer of yours;
38.4. a contractual claim arising from your use of the Goods;
38.5. a breach of the intellectual property rights of any person.
39. Intellectual Property
39.1. We will defend the intellectual property rights in connection with our Goods and Our Website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).
39.2. Except as set out below, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
39.3. You may not use our name or logos or trademarks or any other Content on any website of yours or that of any other person.
39.4. Subject to the other terms of this agreement, you may download or copy Content only for your own personal use, provided that you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.
40. Dispute resolution
In this paragraph the term “ADR Provider” means an approved body under the Alternative Dispute Resolution for Consumer Dispute Regulations 2015.
The following terms apply in the event of a dispute between the parties:
40.1. If you are not happy with our services or have any complaint then you must tell us by email message to: hello@druworldwide.com or by post to the address at the top of this document.
40.2. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with the other in a process of mediation or arbitration.
40.3. We can propose an ADR Provider or will listen to your proposal. If you are in any way concerned, you should read the regulations at: https://ec.europa.eu/consumers/odr/.
41. Miscellaneous matters
41.1. When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
41.2. Where we provide goods or services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other Goods for which a charge is made. Accordingly, there is neither contractual nor other obligation upon us in respect of those goods or that service.
41.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
41.4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
41.5. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
41.6. Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery.
| It shall be deemed to have been delivered: |
- if delivered by hand: on the day of delivery;
|
- if sent by post to the correct address: within 72 hours of posting;
|
|
41.7. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
41.8. Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond his reasonable control, including any labour dispute between a party and its employees.
41.9. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
41.10. The validity, construction and performance of this agreement shall be governed by the laws of England and you agree that any dispute arising from it shall be litigated only in that country.
Notice of right of cancellation: Right to Cancel and Model Cancellation Form
Information about your statutory right to cancel
Your right to cancel
Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire 14 days after the contract was made. That means you can cancel before you have downloaded the product or we have delivered it to you.
How to cancel
To meet the cancellation deadline, it is enough for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement, sent to us by post or e-mail.
You may use the attached model cancellation form, but you can use your own words as long as your intention is clear.
Example cancellation form
To Dru (UK) ltd,
Nant Ffrancon, Bangor, LL57 3LX, UK
01248 602900, sales@druworldwide.com:
I/We hereby give notice that I/we cancel my/our contract of sale of the following products [enter details of goods and any reference].
Ordered on [date]/received on [date],
Name: [enter name or names in which the order was made],
Address: [enter your address],
Signature: (only if this form is notified on paper)
Date: [date]
Website terms and conditions : downloaded products; includes full product licence agreement
42. Interpretation
This section applies when you download files from our website such as documents, audio, ebooks, video, or when you ask us to provide you with Services.
In this agreement the following meanings apply unless the context otherwise requires:
42.1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
42.2. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
42.3. the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
42.4. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
42.5. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
42.6. these terms and conditions apply to all supplies of Licensed Products by us. They prevail over any terms proposed by you.
42.7. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
43. Basis of Contract
43.1. If you use Our Website in any way on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
43.2. When you buy a Licensed Product, you are in fact buying a licence to use that Licensed Product. The terms of use vary from one Licensed Product to another and are contained in our “Product Licence Terms”. That Licence is supplemental to this agreement and to be read with this agreement to provide the full agreement between us.
43.3. In entering into this contract you have not relied on any representation or information from any source except Our Website.
43.4. Unfortunately, we cannot guarantee that every Product advertised on Our Website is available. If at any time a Product becomes unavailable, we will immediately refund any money you have paid.
43.5. There is no contract between us for any free service, so you do not become a client by using any free service and we are not liable to you in any way resulting from your use of any free service.
43.6. The price of any Licensed Product or Service may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy that Licensed Product or Service.
43.7. You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through Our Website or in some other way.
43.8. You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at £100 per hour in dealing with your breach. You also agree that this provision is reasonable.
43.9. The Contract between us comes into existence at the earlier of:
43.9.1 when we write to you to confirm that your order has been delivered; or
43.9.2 when you download the Licensed Product you have bought.
43.10. We may change this agreement and / or the way we provide a Product, at any time. If we do:
43.10.1 the change will take effect when we Post it on Our Website. You are advised to check this page from time to time.
43.10.2 if you make any payment for Licensed Products or Services in the future, you will do so under the terms posted on Our Website at that time.
44. The price for Licensed Products and Services
44.1. The prices payable for the Licensed Product and Services are clearly set out on Our Website.
44.2. The price charged for any Licensed Product or Service may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
44.3. Prices are inclusive of any applicable value added tax or other sales tax.
44.4. Charges for Services are fixed whenever it is reasonably possible for us to ascertain the price.
44.5. Our Services require payment in advance in every case.
45. Security of your credit card
We take care to make Our Website safe for you to use.
45.1. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment. If you enter your card details on a page controlled by us, those details are immediately sent to our online payment service providers. They are not stored on our servers and are not accessible to us.
46. Cancellation and refunds
This and the following paragraph apply if you buy as a consumer as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Provided the Regulations apply to the transaction concerned, then the following terms apply to the contract.
46.1. We now inform you that information relating to all aspects of our Products and Services is not in this document but in our marketing material, whether that is in the medium of Our Website or in hard copy.
Please note that following sub paragraphs apply to the Services we offer for sale on Our Website.46.2. The following rules apply to cancellation of your order:
46.2.1 If you have ordered our Service but we have not yet started to work for you, you may cancel your order without giving a reason, at any time within 14 days of your order. You will have no obligation and we will return any money due to you.
46.2.2 If you want us to start work before 14 days has passed, you can opt out of your cancellation right. To do that you have to instruct us to start your work as soon as we can. We have provided a form and a full explanation of the procedure at the end of this document.
46.2.3 If you have ordered our Service and we have started to work for you, you may cancel your order without giving a reason, at any time within 14 days of your order. You must tell us that you wish to cancel.
46.2.4 if you do so, you will owe us for work done to the date of cancellation and any money spent on your behalf.
46.3. In any of the above circumstances, we will return any money due to you within 14 days.
Please note that following sub-paragraphs apply only to a Licensed Product you download or which we send as an email attachment.
46.4. If you buy a Product which is delivered to you in soft copy, whether by download, or email or some other medium, the law provides that you can opt out of your right to the 14 day cancellation period. Of course, we will not accept your order unless you agree to lose your cancellation right.
46.5. You do this by instructing us to arrange delivery immediately, or as soon as we can. If you do that, we will send your Product immediately and you lose your right to cancel your order.
46.6. By accepting these terms, you now agree that you are instructing us to deliver immediately and you understand that, in doing so, you lose your right to cancel your order within 14 days.
46.7. This paragraph does not affect your rights in the event that the Product is faulty.
47. Liability for subsequent defects
47.1. Please check the Product received from us immediately you download it.
47.2. If you find an error or defect in the Product, you must tell us by email message to hello@druworldwide.com
47.3. The procedure to report an error or defect is as follows:
47.3.1 you must report to us as soon as any defect is discovered but not later than six months from receipt by you.
47.3.2 before you report to us, please carefully re read the system compatibility to confirm that there is definitely a defect in the Product.
47.3.3 please tell us clearly what is the fault you complain of, when it first became apparent or arises, and other information to enable us to identify or reproduce it.
47.4. If we agree that the Product is faulty, then we shall:
47.4.1 fix the issue within 7 days and immediately send a new copy to you, or
47.4.2 refund the full cost you have paid.
48. Restrictions on what you may Post to Our Website
48.1. We may, at our discretion, read, assess, review or moderate any Content Posted on Our Website. If we do, we need not to notify you or give you a reason.
48.2. You agree that you will not use or allow anyone else to use Our Website to Post a Content which is or may:
48.2.1 be malicious or defamatory;
48.2.2 consist in commercial audio, video or music files;
48.2.3 be obscene, offensive, threatening or violent;
48.2.4 be sexually explicit or pornographic;
48.2.5 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
48.2.6 give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
48.2.7 solicit passwords or personal information from anyone;
48.2.8 be used to sell any goods or services or for any other commercial use;
48.2.9 include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile or in such place as we designate;
48.2.10 link to any of the material specified above, in this paragraph.
48.2.11 Post excessive or repeated off-topic messages to any forum or group;
48.2.12 send age-inappropriate communications or Content to anyone under the age of 18.
49. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
49.1. hyperlinks, other than those specifically authorized by us;
49.2. keywords or words repeated, which are irrelevant to the Content Posted.
49.3. the name, logo or trademark of any organisation other than that of you or your client.
49.4. inaccurate, false, or misleading information.
50. How we handle your Content
50.1. Our privacy policy is strong and precise. It complies fully with current UK law incorporating the General Data Protection Regulation (GDPR).
50.2. If you Post Content to any public area of Our Website it becomes available in the public domains. We have no control over who sees it or what anyone does with it.
50.3. Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
50.4. Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
50.5. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
50.6. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
50.7. Please notify us of any security breach or unauthorised use of your account.
51. Removal of offensive Content
51.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
51.2. We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
51.3. If you are offended by any Content, the following procedure applies:
51.4. you must tell us by email message to: hello@druworldwide.com or by post to the address at the top of this document.
51.4.1 we shall remove the offending Content as soon as we are reasonably able;
51.4.2 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
51.4.3 we may re-instate the Content about which you have complained or not.
51.5. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
51.6. You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
52. Security of Our Website
52.1. If you violate Our Website, we shall take legal action against you.
52.2. You now agree that you will not, and will not allow any other person to:
52.2.1 modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
52.2.2 link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
52.2.3 download any part of Our Website, without our express written consent;
52.2.4 collect or use any product listings, descriptions, or prices;
52.2.5 collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
52.2.6 aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
52.2.7 share with a third party any login credentials to Our Website.
52.3. Despite the above terms, we now grant a licence to you to:
52.3.1 create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
52.3.2 you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.
53. Interruption to Dru (UK) Ltd service
53.1. If it is necessary for us to interrupt our service, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
53.2. You acknowledge that Dru (UK) Ltd service may also be interrupted for many reasons beyond our control.
53.3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to our service.
54. Intellectual Property
54.1. We will defend our Intellectual Property rights in all countries.
54.2. Except as provided in our Product Licence Terms, you may not copy, modify, publish, transmit, or sell, create derivative works from, distribute, perform, display, or in any way exploit any of our Intellectual Property or that owned by any third party and accessible to you via Our Website.
54.3. You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person.
54.4. You agree that at all times you will:
54.4.1 not cause or permit anything which may damage or endanger our title to any of our Intellectual Property;
54.4.2 notify us of any suspected infringement of the Intellectual Property;
54.4.3 indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
54.4.4 not use any name or mark similar to or capable of being confused with any name or mark of ours.
55. Disclaimers and limitation of liability
55.1. The law differs from one country to another. This paragraph 55.1 to 55.8 applies to sales throughout the EU.
55.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
55.3. We make no representation or warranty and accept no responsibility for:
55.3.1 that the Licensed Product will be data secure
55.3.2 that the Licensed Product or Service will be available or accessible, without interruption, or without error;
55.3.3 malfunction in any hardware of yours;
55.3.4 malfunction in any Licensed Product provided by us unless you can prove that it was defective when you received it from us;
55.3.5 the provision or failure to provide any firewall;
55.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
55.5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services or Licensed Product concerned.
55.6. We shall not be liable to you for any loss or expense which is:
55.6.1 indirect or consequential loss; or
55.6.2 economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
55.7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.
55.8. If you become aware of any breach of any term of this agreement by any person, please tell us by email or in writing to the address at the top of this document. We welcome your input but do not guarantee to agree with your judgement.
55.9. This paragraph 55.9 to 55.21 applies to sales outside the EU and applies so far as the applicable law allows.
55.10. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
55.11. We sell Licensed Products and Services in good faith. But we make no representation or warranty that any Licensed Product or Service will be:
55.11.1 useful to you;
55.11.2 of satisfactory quality;
55.11.3 fit for a particular purpose;
55.11.4 available or accessible, without interruption, or without error.
55.12. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
55.13. We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
55.14. We make no representation or warranty and accept no responsibility in law for:
55.14.1 malfunction in any hardware of yours;
55.14.2 malfunction in any Licensed Product provided by us unless you can prove that it was defective when you received it from us;
55.14.3 the provision or failure to provide any firewall;
55.14.4 accuracy of any Content or the impression or effect it gives;
55.14.5 delivery of Content, material or any message;
55.14.6 privacy of any transmission;
55.14.7 any act or omission of any person or the identity of any person who introduces himself to you through Our Website;
55.14.8 any aspect or characteristic of any goods or services advertised on Our Website;
55.15. Our Website includes Content Posted by third parties. We are not responsible for any such Content. If you come across any Content which offends you, please contact us via the “Contact us” page on Our Website.
55.16. We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our service for repairs, maintenance or other good reasons. We may do so without telling you first.
55.17. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services or Licensed Product concerned.
55.18. This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies, as well as to us. Any of them may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
55.19. If you become aware of any breach of any term of this agreement by any person, please tell us in writing by post or by e-mail. We welcome your inputbut do not guarantee to agree with your judgement.
55.20. Nothing in this agreement excludes liability for a party’s fraud.
56. You indemnify us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
56.1. your failure to comply with the law of any country;
56.2. your breach of this agreement;
56.3. any Content you Post to Our Website;
56.4. any data you send or upload to Our Website for storage or any other purpose;
56.5. a breach of the intellectual property rights of any person;
56.6. your failure to conform to any relevant Internet protocol;
56.7. any use of your site for a purpose forbidden by this agreement;
56.8. any act, neglect or default by any agent, employee, licensee or customer of yours;
56.9. a contractual claim arising from your use of the Licensed Products;
56.10. and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £100.00 per hour without further proof.
57. Dispute resolution
In this paragraph the term “ADR Provider” means an approved body under the Alternative Dispute Resolution for Consumer Dispute Regulations 2015.
The following terms apply in the event of a dispute between the parties:
57.1. If you are not happy with our services or have any complaint then you must tell us by email message to: hello@druworldwide.com or by post to the address at the top of this document.
57.2. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with the other in a process of mediation or arbitration.
57.3. We can propose an ADR Provider or will listen to your proposal. If you are in any way concerned, you should read the regulations at: https://ec.europa.eu/consumers/odr/.
58. Miscellaneous matters
58.1. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
58.2. You undertake to provide to us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
58.3. If you are in breach of any term of this agreement, we may:
58.3.1 terminate your account and refuse access to Our Website;
58.3.2 issue a claim in any court.
58.4. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
58.5. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
58.6. You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
58.7. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
| It shall be deemed to have been delivered: |
- if delivered by hand: on the day of delivery;
|
- if sent by post to the correct address: within 72 hours of posting;
|
|
58.8. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
58.9. The validity, construction and performance of this agreement shall be governed by the laws of England and you agree that any dispute arising from it shall be litigated only in that country.
Notice of right of cancellation: Right to Cancel and Model Cancellation Form
Information about your statutory right to cancel
Licensed Product
Your right to cancel
Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire 14 days after the contract was made. That means you can cancel before you have downloaded the product or we have delivered it to you.
Exception when you opt out
This provision applies to digital products which we deliver to you either:
• by allowing you to download; OR
• by our sending as an email attachment; OR
• (if in a hard copy container) by post or other carrier
If you want us to immediate deliver/download a product other than to wait for 14 days away, please complete the form below.
[Here we provide two options. Either use option 1 – by inserting the text in your T&Cs so that your customer has to accept it first before he confirms his order to download or option 2 – by sending you the request by email]
Option 1
If you tick the box on our website to confirm acceptance of our this agreement, you:
• confirm that you want us to deliver downloaded products or products we send to you as email attachments or some other open digital format, before the expiry of 14 days.
AND
• confirm that you want us to start work for you in any service provision, whether this is incidental to a product or sold separately.
AND
• accept that you will lose your right to cancel the contract.
AND
• understand that your agreement is a term of the contract between us.
Option 2
Request for immediate download
I/We hereby give notice that we would like you to supply the product shortly to send for the supply of the following service [enter detail of product].
I/We confirm that you have explained that by signing this form we will lose our right to cancel and return the product within14 days.
I/We have read this agreement carefully. I/We understand and acknowledge that by signing it we are committed to all its terms.
We instruct you to send product to us as soon as you can.
Instructed on [date]
Name: [enter name or names in which the order was made]
Address: [enter your address]
Signature: only if this form is notified on paper)
Date: [date]
Service terms
Your right to cancel
Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire 14 days after the contract was made. That means you can cancel before you have downloaded the product or we have delivered it to you.
Exception when you opt out
Before we agree to provide our service, we therefore ask that you give up your right to cancel, as the law allows. If you do not agree, we shall not work for you.
[Here we provide two options. Either use option 1 – by inserting the text in your T&Cs so that your customer has to accept it first before he confirms the order to download or option 2 – by sending you the request by email].
Option 1
If you tick the box on our website to confirm acceptance of this agreement you:
• confirm that you want us to [start work / supply service] before the expiry of 14 days.
AND
• confirm that you want us to start work for you in any service provision, whether this is incidental to a product or sold separately.
AND
• accept that you will lose your right to cancel the contract.
AND
• understand that your agreement is a term of the contract between us.
Option 2
Request to start work
I/We hereby give notice that we would like you to supply the service shortly to send for the supply of the following service [enter detail of service].
I/We confirm that you have explained that by signing this form we will lose our right to cancel the order within14 days.
I/We have read this agreement carefully. I/We understand and acknowledge that by signing it we are committed to all its terms.
We instruct you to supply service to us as soon as you can.
Instructed on [date]
Name: [enter name or names in which the order was made]
Address: [enter your address]
Signature: (only if this form is notified on paper)
Date: [date]
Please note that following cancellation form will be used only if your business model as such to allow the customers to cancel a service you provide along with a product.
- To meet the cancellation deadline, it is enough for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
- To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement, sent to us by post or e-mail.
- You may use the attached model cancellation form, but you can use your own words as long as your intention is clear.
Model cancellation form
[Attach this form to your contract. Complete it as far as possible. Edit the last line as to whether it is to be completed as a web form or on paper.]
To [here enter the trader’s name, geographical address and, where available, fax number and e-mail address are to be inserted by the trader]:
I/We hereby give notice that I/we cancel my/our contract of sale of the following products [enter details of goods and any reference].
Ordered on [date]/received on [date],
Name: [enter name or names in which the order was made],
Address: [enter your address],
Signature: (only if this form is notified on paper)
Date: [date]
Product Licence Terms
We are Dru (UK) Ltd, a private limited company registered in the UK:
Registration number 2273970
Our address is: Snowdonia Mountain Lodge, Nant Ffrancon, Bethesda, Bangor, Gwynedd, LL57 3LX.
email: hello@druworldwide.com
tel: +44 1248 602900 Fax: +44 (0)1248 602004
You are: Anyone who buys a Licence from us.
These are the agreed terms
These Product Licence Terms are supplemental and additional to the above terms and conditions (the “T&C”) relating to use of Our Website. By buying or using any Licensed Product, you agree to be bound by them.
59. Interpretation
The interpretation and definition provisions of the T&C apply also to this agreement.
60. The Licence
60.1. You confirm that you have authority to enter into this agreement and have obtained all necessary approvals to do so.
60.2. In entering into this contract you have not relied on any representation or information from any source except that on Our Website.
60.3. We do not offer the Licensed Products in all countries. We may refuse a Licence if you live in a country we do not serve.
60.4. If any information you give us is inaccurate, your Licence is automatically terminated and no refund of money will be due to you.
60.5. Subject to the terms of this agreement, we grant to you a Licence to use a Licensed Product.
60.6. This Licence is limited by the Restrictions on Use. You agree to comply with all Restrictions on Use no matter how communicated to you.
60.7. No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement.
60.8. [Any continuation of your Licence by us or by you after the expiry of one year is a new contract in the terms then shown on Our Website. Your continued use of our Licensed Product after that shall be deemed acceptance by you of the changed Product, system and/or terms.]
61. Limitations and permissions on Licences
61.1. You must not sub-license a Licensed Product.
61.2. You must not Copy or Publish a Licensed Product except as specifically allowed in this agreement.
61.3. You may not allow any other person to use a Licensed Product except in the situation or context for which you have bought it.
61.4. You may not represent or give the impression that you are the owner or originator of any Licensed Product.
61.5. You may not remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.
61.6. Every publication or appearance of a Licensed Product on a website must be protected as far as the law allows by separate, specific or general provisions against copying or publishing. We allow you to use the definition of “Copy or Publish” used in this agreement.
61.7. You may not use a Licensed Product:
61.7.1 except for the use specified at the time of purchase;
61.7.2 in a context which is pornographic;
61.7.3 containing a human model in any way which might degrade that person in the eyes of a reasonable viewer;
61.7.4 in part or as a whole, as a logo or otherwise to incorporate it in any intellectual property of yours;
61.7.5 in an application for mobile/cell phone use, except as part of a marketing programme based on a website;
61.7.6 for a secondary use, for example on social networks;
62. Freedom to use
Despite the above limitations, you may copy a Licensed Product:
62.1. once for the purpose of system maintenance or to show or share with some other person who has a business interest in it;
62.2. to a contractor of yours whose contract is to work on the project or purpose for which you have bought the Licensed Product. In this case the Licence extends only to that project or purpose. If this happens, you remain liable to us in every way for the acts and omissions of your contractor. We advise you to obtain an appropriate agreement from your contractor to protect you in this regard.
63. Copyright and other Intellectual Property
63.1. You agree that at all times you will:
63.1.1 not cause or permit anything which may damage or endanger our title to any Licensed Product or other Intellectual Property or the title of any Third Party Owner whose work has been made available to us as a Licensed Product;
63.1.2 notify us of any suspected infringement of the Intellectual Property.
63.2. If you use a Licensed Product in a way not allowed by this agreement we may take legal action anywhere in the World. If loss to us or any other person results from your wrongful action, you will be liable to pay.
63.3. If we terminate the Licence on account of your breach, you agree that you will:
63.3.1 immediately stop using the Licensed Product;
63.3.2 destroy all copies of the Licensed Product in your possession or control;
63.3.3 destroy any work of yours derived from a Licensed Product.
63.4. To give us assurance that you are using the Licensed Product in accordance with the terms of the Licence, you agree that you will give us copies of your works and materials containing or using a Licensed Product. We will give you 14 days notice of this requirement. You agree also to provide access to relevant pages which have restricted access or are fire-walled.
63.5. If we reasonably believe that you are using a Licensed Product outside the scope of this Licence, you agree to provide written confirmation of your compliance, in a form to be drawn by us.
64. Assignment
64.1. You may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without our prior written consent, except that:
64.2. You may assign and transfer all your rights and obligations under this agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to the other party to be bound by your obligations under this agreement.
65. Third Party Owners and additional restrictions
Some Products offered for Licence on Our Website are owned by Third Party Owners and not by us. Where that is indicated, the following additional provisions apply:
65.1. the price of the Licence includes a sum payable by us to the Third Party Owner;
65.2. you have no obligation to make payment to the Third Party Owner;
65.3. we are the agent of the Third Party Owner and accept all obligations and liability to you in connection with the Licensed Product;
65.4. you remain liable to the Third Party Owner, through us, for compliance with this agreement;
65.5. in any event when you may be liable to the Third Party Owner for breach of this agreement, you will indemnify us for all cost and liability arising from our relationship with the Third Party Owner, our acting as his agent, or your buying a Licensed Product owned by him.
66. Miscellaneous matters
66.1. At any time if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement, we reserve the right to terminate this agreement without refunding to you any payment made.
66.2. In some jurisdictions you may not use a human image without the consent of that person. That may apply to any person or only to a model. The permission is generally known as a “release”. You alone are responsible for obtaining any necessary release and for paying any fees due.
66.3. Our Licensed Products are marked on Our Website with a notation as to whether a release may be necessary. If not marked, you may take it that the Licensed Product in question has [not] been released.
